A K GROUP Vs. N K GROUP

JUDGEMENT

(1.) I heard the learned counsel for the parties for a considerable length of time because the disputes were between brothers and the widow of one of the brothers, living in different parts of the country. The four brothers originally thought - and one of them died later that by referring the disputes to arbitration, the division of properties could be expedited and they can have a peaceful life. But what happened subsequently is really very much disturbing. I thought that arbitration, at any day is better remedy than directly approaching the civil court but what was noticed by the Court of Appeal in England sometime ago appears to be true "many years ago, a top hatted old gentleman used to parade outside these Law Courts carrying a placard which bore the stirring injunction "Abitrate - don't litigate" I wonder whether the burning enthusiasm of that old gentleman would not have been dampened somewhat, had he survived long enough to learn something about the present case.

(2.) On 6.8.1984 the four brothers N.K. Sanghi, A.K. Sanghi, R.K. Sanghi and M.K. Sanghi entered into an agreement called arbitration agreement referring the disputes for adjudication by Mr. H.K. Sanghi, who is in Delhi. On 18.8.1984 Mr. H.K. Sanghi entered on reference. Before he could hardly do anything effectively, the eldest brother N.K. Sanghi died on 19.10.1984, and that has turned the parties to different directions and they had indulged themselves in all sorts of what I would call vexatious proceedings without any regard and ignoring their basic obligations which they had undertaken under the terms of the arbitration agreement. This only shows that the parties were ready to resort to any kind of manoeuvring to achieve their ends defeating the legitimate rights of the other parties. From the facts it appears the contribution of the brothers for the development of the business in various places was done by their father and they had done little to improve on the same. But all the same, the greed pushed them to different corners resorting the proceedings which had already been adverted to. By the close of 1984 the four months time for publishing the award had come to an end, therefore, on 13.2.1985 Mrs. Uma Sanghi wd/o N.K. Sanghi filed OMP.20/85 in this Court under Section 28 of the Arbitration Act, 1940 for extension of time. On 10.2.1985 M.K. Sanghi filed Company Petition No. 120/85 on the file of the Bombay High Court against the other parties claiming a few reliefs. On 16.12.1985 there was an agreement between Uma Sanghi and R.K. Sanghi with reference to the properties in the State of Rajasthan and Uma Sanghi agreed to withdraw OMP.20/85 in that agreement. On 18.12.85 this Court extended the time for passing the award. On 18.1.1986 M.K. Sanghi filed his claim before the Arbitrator H.K. Sanghi. On 21.1.1986 R.K. Sanghi had made his suggestions to the Arbitrator. On 30.1.1986 suggestions were made by Uma Sanghi and others. On 31.1.1986 the children of A.K. Sanghi and children of R.K. Sanghi filed OMP.23/86 in this Court challenging the arbitration agreement seeking for a declaration that the arbitration agreement was invalid and was non-existent. On 15.2.1986 this Court passed an order in OMP.23/86 staying the arbitration proceedings in IA. No.657/86. On 1.3.1986 there was an agreement between Uma Sanghi and R.K. Sanghi. I shall deal with this agreement a little later. On 11.9.1986 Uma Sanghi wd/o N.K. Sanghi filed Company Application No. 39/86 in C.P. 120/85 in the Bombay High Court. A few days later, R.K. Sanghi filed suit No. 920/86 in this Court claiming the relief of specific performance against Uma Sanghi and others on the basis of the agreement dated 1.3.1986. On 17.10.1986 Vijay Kumar Sanghi S/o A.K. Sanghi, from Delhi wrote to Uma Sanghi. The letter reads as follows :-

(3.) On 20.11.1986 this Court passed final order in IA.657/86 in OMP.23/86 directing the arbitrator to proceed with the arbitration but the arbitrator should not publish the award. On 18.12.1986 R.K. Sanghi wrote to the arbitrator in the following terms :- "Further to my letter of the 23rd January 1986, I advise as under :- (1) that in breach of the agreement signed with me, Mrs. N.K. Sanghi and her family have allegedly exchanged shares of W.I.S.M. and Sanghi Motors (Bombay), with Mr. M.K. Sanghi and family. (2) Mrs. N.K. Sanghi and Mr. M.K. Sanghi have also reconstituted the family firm of Sanghi Brothers by excluding from it Mr. A.K. Sanghi and his family, and myself and my daughter. Mrs. N.K. and M.K. hae therefore both breached the arbitration agreement. (3) (a) Mrs. N.K. has not submitted accounts of any of the business under her management for the last two years and unless she submits these accounts, you cannot make any award as there is no way of knowing the state of affairs. I understand huge liabilities have accrued against Sanghi Brothers and W.I.S.M. from banks and other institutions. I enclose a copy of the Company Petition that I have filed at Jodhpur, which will give you some details in this respect. (b) In a similar manner, the accounts between the two divisions of Bombay have not been reconciled or finalised for the last two years. (c) I say that unless accounts of all the family concerns are available we cannot make any suggestion re blocks nor can you make any award. (4) My offer under paragraph 3 (iii) has to be reviewed after all the accounts are received and considered. (5) I say that M.K. has misappropriated largesums of money of the Company as under : (a) he received a sum of Rs. 12 lacs in cash from M/s Shlumberger in April/May 1983 and this was the main cause of the starting of the dispute. (b) he has received a further sum of Rs. 15 lacs in cash from the same firm by prematurely renewing the agreement with M/s Schlumberger in September/October 1984. (c) he has continuously underinvoiced the products of the Company, and some details of these proceedings can be seen from my Suit No. 2725/84, copy of which will be delivered to you by me personally. (d) subsequent to the filing of the suit, M.K. continued underinvoicing, consequent to which, three show-cause notices have been issued to him by the Excise authorities. These notices may result in substantial penalties on the Company. (5) (e) The Oxygen Division of Bombay which was previously showing a profit of Rs. 50 lacs a year, has been reduced to 10/15 lacs per year. Please therefore prevail on all concerned to send you the latest balance sheets and accounts so that the next steps can be taken." Why I am extracting this letter is that the parties had gone far beyond the terms of the agreement and they had not come to grip of the understanding amongst themselves to enable the arbitrator to adjudicate on the specific disputes with clear figures and the particulars. On 20.12.1986 M.K. Sanghi wrote to the arbitrator in the following terms :- "As per the family arrangement arrived at on 6th July 1983, which has been given effect to, the Motor Division of Sanghi Motors (Bombay ) Ltd. consisting of the businesses and assets stated in Annexure 1 hereto were handed over to R.K. Sanghi as his share and that of Sanghi Oxygen and other division of Sanghi Motors (Bombay) Ltd consisting of assets stated in Annexure 2 hereto have come to M.K. Sanghi as his share. The present arbitration is subject to that family arrangement and the division already made as stated above and consequently the Learned Arbitrators should proceed to divide the raining family businesses. 2. In addition to the share which came to M.K. Sanghi group puuant to the family arrangement and that which may be awarded to M.K. Sanghi group by the Arbitrator in the remaining family businesses M.K. Sanghi group has to receive assets of the value of Rs. 30 lakhs as is agreed upon and provided in the Arbitration agreement itself. 3. As according to the Arbitration agreement the place of business of the respective parties is to be maintained it will be fair and equitable that the additional assets of the value of Rs. 30 lakhs be given to M.K. Sanghi group from out of the assets of the Motor Div. of Sanghi Motors (Bombay) Ltd and consequential adjustments be made amongst R.K. Sanghi, A.K. Sanghi and late N.K. Sanghi group. 4. This method would be most equitable and proper method so as to be in keeping with the basic principles and understanding of the arbitration agreement. It may be mentioned that in this arbitration the division already effected by the family arrangement of 6th July 1983 cannot be reopened as the present arbitration is subject to the division already effected. 5. The Arbitrators are informed that as between M.K. Sanghi and late N.K. Sanghi group adjustment as between these two groups vis-a-vis Bombay business and Rajasthan business of WISM has already been effected by M.K. Sanghi group exchanging the shares of WISM with the shares of late N.K. Sanghi Group in Sanghi Motors (Bombay) Ltd. (6) It may further be noted that the entire subject matter of Bombay business viz. Sanghi Motors (Bombay) Ltd is the subject matter of Bombay High Court Company Petition No. 128 of 1985 (M.K. Sanghi Vs R.K. Sanghi and others). On 1.2.1987 M.K. Sanghi wrote to the arbitrator in the following terms :- "Pursuant to your letter I, M.K. Sanghi, on my own behalf and on behalf of the members of my Group (family) make the following suggestion for the division of the businesses, assets, etc of the Companies and firms mentioned in the Schedule to the Agreement of 6th August, 1984 in four equal lots. (1) Firstly it may be stated that by virtue of the Family Arrangement of 6th July, 1983 (copy enclosed) arrived at between all the four groups Sanghi Motors (Bombay) Ltd. i.e. the Bombay business was already divided in two lots. One lot consists of Sanghi Oxygen Ltd i.e. its factory at Andheri and the tenanted office premises at Mathew Road, Bombay. The other lot consists of the remaining undertakings, businesses and assets etc. of the Company including Kota Oxygen at Kota. The two lots are as follows :- Lot No. 1 : (a) Factory for the production of industrial gases and manufacture of plants for industrial gases at Andheri, Bombay together with its assets (which included a depot for the storage and sale of gas cylinders situate at Prabhadevi, Bombay); (b) Tenanted premises situate at Mathew Road, Opera House, Bombay; Lot No. 2:- (a) Motor Division; (b) Barge Division; (c) Travel, Tours and Transport Division; (d) Factory for manufacture of industrial gases at Kotah together with all its assets; (e) Show-room-cum-office at Hughes Road, Bombay; (f) Two workshops at Prabhadevi, Bombay (excluding the depot referred to in (a) of Lot No. 1); (g) Land admeasuring approximately 25,000 sq. metres together with structures thereon situate at M.I.D.C. area at Taloja; (h) Ownership flat at Darshan Apartments, Mount Pleasant Road, Bombay admeasuring about 1500 sq. ft. (i) Transport business carried on in the name of Safety Travels; (j) Ownership flat situate at Gamdevi Road, Bombay admeasuring about 500 sq. ft. The Lot No. 1 has been given to M.K. Sanghi Group as its share and the other lot No. 2 has been given to R.K. Sanghi Group as its share. (2) Accordingly the lots that are to be made by the Arbitrator will be subject to the division of Sanghi Motors (Bombay) Ltd already effected and without disturbing it. Hence the suggestion for four equal lots is made on that basis. It is further to be ensured that the existing place or city of business is maintained in making and allotting the lots t the respective Groups. However, for adjudicating and equating the four lots it may be necessary to include small portions of business and/or assets from place and/or city other than the place or city of business of the respective Groups; (3) Thus firstly the following businesses and assets should be allotted and/or confirm having been already allotted as follows :- (a) Confirmed that Sanghi Oxygen with the office premises at Mathew Road to M.K. Sanghi Group (which is already been divided allotted as stated in para 1 above). (b) Sanghi Motors consisting of the business and assets mentioned in (1) above to R.K. Sanghi Group (which was already divided and allotted as stated in para 1 above). (c) The business and assets at Delhi consisting of 50% share in Supreme Motors Ltd. and 50% share in Sanghi Motors (firm) should be allotted to A.K. Sanghi Group; (d) All the businesses and assets in Rajasthan other than India Motors (Pvt.) Ltd. and a share in he firm of Sanghi Oxygen, Jaipur should be allotted to N.K. Sanghi Group. (4) The lot allotted to M.K. Sanghi Group does not constitute one-fourth of the total businesses and assets but is less whereas the lot allotted to R.K. Sanghi is more than one- fourth of the total businesses and assets. The lot coming to the share of A.K. Sanghi Group also does not constitute one-fourth of the total business and assets but is less. Therefore necessary adjustments will have to be made from the businesses and assets at Bombay and Rajasthan, which are each more than one-fourth, for equalisation which is suggested as follows. In addition to the allotment of businesses and assets towards its one fourth share M.K. Sanghi Group has to be allotted assets of Rs. 15 lacs from the one- fourth share of R.K. Sanghi Group and assets worth Rs. 7.1/2 lacs each from the respective one-fourth share of A.K. Sanghi Group an N.K. Sanghi Group as provided by the Agreement dated 6.8.84 :- (a) The premises at Cadel Road, Bombay which are at present in occupation of M/s. Schlumberger Seaco should be allotted to M.K. Sanghi Group not only towards equalisation of the lots but also towards the additional assets of the value of Rs 15 lacs to be given to M.K. Sanghi Group by R.K. Sanghi Group as provided in the Agreement of 6.8.84. (b) Indian Motors Pvt. Ltd (Ajmer) and the plot of land belonging to Sanghi Brothers, Jodhpur situate at Badarpur, Near Delhi be allotted to A.K. Sanghi Group to bring the lot of A.K. Sanghi to one fourth of the total businesses and assets. (c) There remains the question of allotment of additional assets of Rs. 7.1/2 lacs each from the share of A.K. Sanghi Group and N.K. Sanghi Group to M.K. Sanghi Group as provided in the Agreement of 6.8.84. To achieve this respective shares of A.K. and N.K. Group in the partnership of Sanghi Oxygen, Jaipur be allotted to M.K. Sanghi Group; 5. The partition/division of family businesses and assets as stated above by way of an overall family arrangement can be achieved as follows :- SANGHI MOTORS (BOMBAY) LTD: (a) The shareholding of R.K. Sanghi Group and M.K. Sanghi Group should be equalised i.e. that each group is given 748 equity shares. For this purpose it should be ordered and awarded that the shares in the said Company do stand transferred as provided in the First Schedule hereto. The respective Transferors be directed to deliver up to the respective Transferees duly executed transfer firms and share certificates and until such shares are transferred to the name of the Transferees in the records of the Company, the respective Transferors shall hold the said shares for and on behalf of and as trustees of the respective Transferees and shall exercise all rights including voting rights in respect of the said shares as directed by the respective Transferees. Mr. A.K. Sanghi and Mrs. Uma Sanghi shall cease to be the Directors of the Company and in their place one person nominated by R.K. Sanghi Group and the other nominated by M.K. Sanghi Group shall be the Directors of the Company. (b) After what is provided in clause (a) above is achieved R.K. Group and M.K. Group should be directed to take steps and pass all resolutions to transfer to M.K. Sanghi Group or its nominee Company or firm the Lot No. 1 mentioned in para (1) above and the Cadel Road premises in possession o Messrs. Schlumberger together with all liabilities relating to the business of the said Sanghi Oxygen. The account between Sanghi Oxygen and Sanghi Motors should stand settled and squared up neither having any claim against the other. Against such transfer M.K. Sanghi Group shall deliver up to Company all their shares viz. 748 shares. The said shares shall be cancelled subject to consequential reduction of the capital of the Company being approved by the Hon'ble High Court Company Petition No. 128 of 1985 (M.K. Sanghi vs R.K. Sanghi & Ors). M.K. Sanghi be directed and authorised to make all necessary applications in that behalf to the Court and execute all necessary deeds and documents to transfer the said assets to M.K. Sanghi Group or its nominee. R.K. Sanghi Group shall be ordered and directed to exercise all their rights including voting rights in respect of the said 748 shares that shall be held by it to give effect to what is provided in this clause and for effectively achieving this M.K. Sanghi and his wife Mrs. Manju Sanghi be appointed as proxy or proxies to exercise the voting rights in respect of the said 748 shares of R.K. Sanghi Group (Proxy or Proxies to be irrevocable). SUPREME MOTORS LTD, NEW DELHI: The shares in this Company be transferred by the respective Transferors to the respective Transferees as set out in the Second Schedule hereto. The respective Transferors be directed to deliver up to the respective Transferees duly executed transfer forms and share certificates and until such shares are transferred to the names of the Transferees in the records of the Company the respective Transferors shall hold the said shares for and on behalf of and as trustees of the respective Transferees and shall exercise all rights, including voting rights in respect of the said shares as directed by the respective Transferees. INDIA MOTORS PVT. LTD; The shares in this Company be transferred by the respective Transferors to the respective Transferees as set out in the Third Schedule hereto. The respective Transferors be directed to deliver up to the respective Transferees duly executed transfer forms and share certificates and until such shares are transferred to the names of the Transferes in the records of the Company the respective Transferors shall hold the said shares for and on behalf of and as trustees of the respective Transferees and shall exercise all rights including voting rights in respect of the said shares as directed by the respective Transferees. All directors other than those of A.K. Sanghi Group shall cease to be directors of the Company. SANGHI MOTORS, JODHPUR: (a) The constitution of the firm shall be changed by retirement of the partners as set out in the Fourth Schedule; (b) So far as the retirement of A.K. Sanghi HUF is concerned it may be directed that the said plot of land at Badarpur Near Delhi be given as a term of the retirement of the said HUF from the firm. RAJASTHAN THEATRES: The constitution of the firm shall be changed by retirement of the partners as set out in the Fifth Schedule. SANGHI MOTORS: Mr. Ashok K. Sanghi, Mr. Ratan K. Sanghi and Mr. Mahendra K. Sanghi shall deemed to have retired from the firm and their respective shares shall stand transferred to Mr. A.K. Sanghi. SANGHI OXYGEN COMPANY (firm) Mr. Vijay Sanghi shall be deemed to have retired from the firm and his share transferred to Mr. Vaibhav Sanghi, Mrs. Rajni Sanghi shall be deemed to have retired from the firm and her share shall stand transferred to Mr. M.K. Sanghi trustee of Ashwin Trust. WESTERN INDIA STATES MOTORS LTD: The shares in this Company be transferred by the respective Transferors to the respective Transferees as set out in the Sixth Schedule hereto. The respective Transferors be directed to deliver up to the respective transferees duly executed transfer forms and share certificates and until such shares are transferred to the name of the Transferees in the records of the Company the respective Tansferors shall hold the said shares for and on behalf of and as trustees of the respective transferees and shall exercise all rights including voting rights in respect of the said shares as directed by the respective Transferees. All directors other than those of late N.K. Sanghi Group shall cease to be directors of the Company. 6. It may generally be ordered and directed that the respective Groups shall be solely liable and responsible for the liabilities of the businesses and assets coming to their respective shares. Further, that all persons going out of the companies and/or firms, as the case may be, shall stand discharged from all liabilities of such Companies and firms and from personal guarantees, if any, that may have been given by them. So far as the partnership firms are concerned, it may be further ordered and directed that the respective continuing partners shall pay to the respective retiring partners the amounts, if any, that may be standing to the credit of such retiring partners in the books of account of such firms. Such payment to be completed not later than a period of 3 months from the date of this award." On 1.2.1987 A.K. Sanghi wrote to the arbitrator as under :- "I regret, I am unable to attend your meeting today as I am unwell. However, I would like to bring the following for your notice and necessary action. As per the alleged Arbitration Agreement, it is stated that each party can make four equitable blocks and submit them to you. It is absolutely essential to know of the assets and liabilities as well as profit earning capacity of each of the eight Units stated in the Agreement. I regret, I do not have the same except that of M/s Supreme Motors Ltd. I request you to please obtain the audited balance-sheet, profits & loss account and details of unascertained liabilities, such, as, income tax, sales tax, unpaid salaries, penalties, gratuity, bonus etc. payable by the companies and firms for the year ending in 1984, 1985 and 1986. Without these detailed information, it would be impossible for anyone, including yourself, to make any equitable block. Please also send me copies of submissions and proposals that you may have received from other signatories to the Agreement through Ratan, the bearer of this letter." On 8.2.1987 A.K. Sanghi would appear to have written the following to the arbitrator :- "As desired by you I give below the four groups as I deem fit and equal. 1. Mrs. Uma Sanghi & Family. 1. 100% of M/s Sanghi Bros., Jodhpur consisting of Picture Palace Udaipur, Dreamland Cinema Mhow and the assets and liabilities of the firm Sanghi Bros., Jodhpur but excluding the land of the firm at Badarpur, New Delhi. 2. 100% M/s Rajasthan Theatre consisting of the Ashoka Cinema at Udaipur and the automobile set up along with it. 3. 100% M/s India Motors Ltd., Ajmer. 4. 100% M/s W.I.S.M. Ltd. including Moti Mahal Cinema, Jaipur, the house at Beni Park, Jaipur the vacant land of about 10,000 sq. yds. behind the cinema and the Bungalow at Beni Park, Jaipur; Marudhar Oxygen factory at Jodhpur, and industrial plot of about 4000 sq. yds. at Vishwakarma Industrial Estate and plots at Alwar and Udaipur i.e. all the assets of the Company excluding the Buildi known as United Motors or Rajasthan situated at Mirza Ismail Road, opposite Khasa Kothi Jaipur. 5. 32 % total of Sanghi Oxygen Co. Jaipur 8 % is already held by them and the other three Groups will withdraw from the firm. 6. To receive 35 lakhs cash from Sanghi Oxygen Bombay. 2. Mr. A.K. Sanghi Group. 1. 50 % that is 500 shares of Supreme Motors Ltd., New Delhi. The other 50 % is held by another Sanghi Family i.e. sons of late Sohanlalji Sanghi. 2. 50 % share in the firm Sanghi Motors, New Delhi the other 50 % is held by the sons of late Sohanlalji Sanghi. 3. The building known as United Motors of Rajasthan situated at Mirza Ismail Road opposite Kahsa Kothi at Jaipur free of all liabilities at present belonging to WISM Ltd. 4. The plot of land measuring about 6000 sq. yds. at Badarpur, New Delhi. About 3000 sq. yds. of this land is tenanted at 125.00 per month and has a petrol pump installed therein. 5. To receive cash Rs. 35 lakhs from Sanghi Oxygen Bombay. 3. Mr. M.K. Group. Sanghi Oxygen situated at Andheri with all land, machinery, Cylinders etc. and with all its assets and liabilities belonging to Sanghi Motors, Bombay Ltd. and the tenanted property at Mathew Road. M.K. Group should pay to other three groups the following amounts. He has to receive 30 lakhs from the other three groups namely 15 lakhs from R.K. Group and 7.1/2 lakhs from Mr. N.K. Groups and A.K. Group respectively. Therefore after adjustment the actual amount payable by M.K. group will be 70 lakhs only payable as follows :- To Mr. N.K. Group 35 lakhs Mr. A.K. Group 35 lakhs Total 70 lakhs Mr. R.K. Group. 1. The Company known as Sanghi Motors Bombay Ltd. with all its assets excluding the Sanghi Oxygen Unit at Andheri and the tenanted property at Mathew Road. The assets with R.K. Group will be the showroom at Hughes Road; two workshops at Cadell Road one owned property and other rented out. A unit at Taloja Indl. Estate; two residential flat and the factory for gases situated at Kotah. It is to inform you that value of assets and the profitability of the Sanghi Oxygen Bombay units is substantially more than that of Delhi & Rajasthan as can be seen from last five years Balance Sheet and Accounts which have been shown to you as such transfer of money has been made to Delhi at Badarpur." This was not accepted by R.K. Sanghi and M.K. Sanghi and according to them this had been inserted in the file. On 14.2.1987 M.K. Sanghi wrote to the arbitrator in the following terms:- "On 7th February 1987, in the arbitration meeting before you,you had ordered that the parties to the arbitration may exchange their claims among themselves with 3 days. I am sorry to point out to you that despite your order, Mr. R.K. Sanghi, who was then personally present before you, has refused to handover his claim made before you in exchange of my claim. You are also aware that on 9th February 1987, Mr. R.K. Sanghi has filed his revised claim before you and you have further ordered that 22nd February 1987, will be the last and final date for closing the arguments in the matter of arbitration before you. You will appreciate that until such time that the copies of the claim dated January 1986 and the revised claim dated 9th February 1987, filed before you by Mr. R.K. Sanghi are made available to me, it will be impossible for me to close my arguments before you on 22nd February 1987. It is, therefore, requested that you may supply me the copies from your end immediately, failing which, I may be given liberty to make my final arguments before you as and when these copies are made available to me, irrespective of 22nd Feb. 1987 being the final date ordered by you. I am agreeable to reimburse the cost of these copies of documents should you incur any. In the meantime, please take on your record my submission that the various allegations made by Mr. R.K. Sanghi in his claim of January 1986, and in the revised claim of 9th February 1987, may not be considered by you, as the allegations which he has made before you are not the subject matter of reference before you, and in any event, they are on the face of it false and absurd." On 21.2.1987 R.K. Sanghi again wrote to the arbitrator in the following terms :- "Mr. M.K. Sanghi has suggested that half of the Sanghi Motors (Bombay) Ltd would consist of the following properties and business associated with them. a) Andheri Factory (Sanghi Oxygen) b) Mathews Road Office c) Cadel Road Building, presently occupied by Schlumberger and now a part of the Motor Division. d) Gas Sales Department at Cadel Road Depot. e) Less Rs. 15 lacs. 2) In my opinion the above properties contribute much more than 1/2 share and I would be more than happy to take the above block and still make deductions from this block. 3) On the other hand I have advised by me letter of 21st Jan '86 that the Oxygen Division as it stands is heavier than Motor Division as it stands while M.K. Sanghi has taken a contrary view. If I were given Oxygen Division as it stands, M.K. Sanghi was given the Motor division as it stands, according to both of us we would get more than 1/2 of the Bombay company. I have already given you accounts of the Motor Division in 4 sets for the years ended Dec '84 & Dec. 85. In case you are not able to obtain the accounts from M.K. Sanghi and Uma Sanghi my submission about these defalcations stand proved and you could make an award accordingly. 5) In view of the foregoing, I suggest the following alternation: a) That you give me the Andheri block with Cadel Road Workshop as given above and I will not press to see the Oxygen Division accounts. b) That you give me the above block less items (c) and (d) but after I can see the Andheri Accounts. I had earlier stated that Andheri Block was heavier than Motor Division. But I learn that during the last 2 years M.K. has removed almost all the moveable assets of the Company and therefore it is possible that at this stage this may become weaker than Motor Division. c) Thereafter make further adjustments for Share bought from Suresh, other unequal share holdings, defalcation done by Mr & Mrs. Uma & other submission made by me/in my earlier letters."